1. Title and Applicability

• The document describes the Corporate Social Responsibility Policy (“CSR Policy”) of Red Road Health Solutions Private Limited (“the Company”). It includes the Company’s vision, mission and other relevant attributes of Corporate Social Responsibility.
• The CSR policy has been formulated in accordance with Section 135 of the Companies Act 2013 and the Corporate Social Responsibility Rules 2014 and the relevant amendments/ notifications / circulars.
• This CSR policy shall apply to all CSR programs of the Company as per Schedule VII of the Companies Act, 2013.
• As the amount to be spent by the Company under sub section (5) of the Companies Act, 2013 does not exceed fifty lakh rupees, the requirement under sub-section (1) for constitution of the Corporate Social Responsibility Committee shall not be applicable and the functions of such Committee provided under this section shall, in such cases, be discharged by the Board of Directors of such Company.

2. Vision

The responsibility of the Board of Directors shall be as under:

1. To approve the CSR Policy & disclose the contents of such policy in its report and also place it on the Company’s website;
2. The Board shall satisfy itself that the funds so disbursed have been utilized for the purpose and in the manner as approved by it.
3. To formulate a CSR Policy indicating the activities to be undertaken as specified in Schedule VII of the Companies Act, 2013 and modify / amend the same as required;
4. To review and approve annual budgets with respect to CSR programs and manner of execution;
5. Ensure that the activities proposed in the CSR Policy are undertaken;
6. Ensure that the company spends, in every financial year, at least 2% of average net profits of the company made during the 3 immediately preceding financial years, as required under Section 135 of the Companies Act, 2013 & Rules made thereunder;
7. If company fails to spend the sum as mentioned above, then the Board shall, in its Report specify the reasons for not spending the amount.
8. To develop and institutionalize a CSR reporting mechanism in light with Section 135, Rule 8 of the Companies Act 2013;
9. To monitor the CSR Policy, Projects, and Programs from time to time.

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4. Areas of CSR Activities

The Company shall engage in such CSR Activities as may be decided by the Board from time to time that are in compliance with applicable laws and which are listed in Schedule VII of the Act.

The areas in which projects would be chosen are one or several of the following:

• Relief and Rehabilitation;
• Promoting Education;
• Promoting gender equality, empowering women, setting up old age homes;
• Promoting Healthcare including Preventive Healthcare;
• Vocational Skills;
• Eradicating Hunger, Poverty and Malnutrition;
• Ecological Balance;
• Conservation of Natural Resource;
• Environmental Sustainability;
• Contribution to Prime Minister’s National Relief Fund;
• protection of National Heritage;
• Rural Developments Projects;
• Slum Area Development;
• disaster management, including relief, rehabilitation and reconstruction activities;
• And as such any other as prescribed under the Companies Act 2013 from time to time;

The Company is hereby devoted to direct its CSR resources to a reasonable extent, for improving the quality of life of the people by focusing on the social causes, including but not limited to the following areas:

1. Promoting Healthcare including Preventive Healthcare
2. And as such any other areas/activities as prescribed under the Companies Act 2013 from time to time.

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EXCLUSIONS:
Following activities shall be excluded from the CSR expenditure:

1. Activities which are exclusively for the benefit of employees of the Company or their family members.
2. Activities undertaken in pursuance of normal course of business of the Company;
3. Direct or indirect contribution to political parties;
4. Expenditure on item/s not in conformity with Schedule VII of the Companies Act 2013;
5. Surplus arising out of CSR projects shall not form part of the business profits of Company instead the same will be further used for CSR purposes only.
6. Any activity undertaken by the Company outside the India (except for the training of the Indian sports personnel representing any State or Union territory at the national level or India at International level);
7. Activities supported by the companies on sponsorship basis for deriving marketing benefits for its products or services.
8. Activities carried out for the fulfilment of any other statutory obligations under any law in force in India.
9. The CSR Activities shall relate only to projects/programmes and not to one time events such as marathons, awards, charitable contributions, advertisements, sponsorship of TV programs, etc.
10. The Company shall strictly ensure that any contributions made to non-government organisations and charitable organisations shall be only to those organisations that are registered under the Foreign Contributions Regulation Act.

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5. Geographies

The Company will give preference to the local areas around its operations for spending the amount earmarked for CSR activities, however not limited to Karnataka but can be extended/covered in other parts of India region.

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6. Implementation mechanism

The Company may conduct / implement CSR programs by itself and/or through implementing agencies which may be registered public trust, registered societies and / or section 8 (previously section 25) companies with an established track record of at least three years in carrying on activities in the related area/s or as suggested by Ministry of Corporate Affairs vide circulars/notifications. Alternatively, the Company may opt for remitting CSR amount to any of the fund/s notified for the purpose under the Companies Act/Rules.

From 1st April 2021, it is mandatory for every implementing agency including Company wishing to directly undertake CSR, to register itself with the ROC by filing the e- form CSR-1. If any implementing agency fails to file CSR-1, they shall not be eligible to continue as the Implementing agency.

Where, the Board would like to entrust the CSR activity to Trust/NGO/Person/Association. These associations/persons responsible for the delivery of the welfare activities through the Company’s funding will update the Board on the requirements and the status of the development in each activity undertaken. If the Board recommends that the expenditure is to be routed through a Trust exclusively setup by the Company for carrying out the welfare activities mentioned in our focus areas, the Trust will report the status and update on the CSR activities to the Board. The Board will continue to monitor the CSR activities and ensure that they do not deviate from the focus area agreed. The Board will also provide a report to the Company on the status of the approved projects.

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7. Annual Report

The progress on CSR programs undertaken by the Company will be reported in the Annual Report in the format prescribed by the CSR Rules 2014 or amendments made thereunder.

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8. Effective Date

The CSR Policy shall be effective from the date of its approval by the Board of Directors.

9. Treatment of unspent amount

If the Company fails to spend 2% of the Average net profit, then the company shall adopt the treatment method for the unspent amount as per the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 or any amendments made thereof.

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10. Amendments to the CSR Policy

CSR Policy may be updated to align it with the changing requirement or changes in the legal and regulatory framework. Any revision in the Policy shall be approved by the Board of Directors through a Board Meeting.